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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 15, 2020

 

FORMFACTOR, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 000-50307 13-3711155

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

 

7005 Southfront Road

Livermore, CA 94551

(Address of Principal Executive Offices)

 

(925) 290-4000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

__________________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value   FORM   Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

FormFactor, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on May 15, 2020 online via live webcast. At the meeting, the Company’s stockholders voted on the following four (4) proposals and cast their votes as follows:

 

Proposal 1: Election of three Class II directors to the Company’s Board of Directors, each to serve on the Company’s Board for a term of three years or until his successor has been elected and qualified or until his earlier death, resignation or removal, one Class III director appointed in 2019 to fill a vacancy, to serve on the Company’s Board of Directors for a term of one year (the end of term of all Class III directors) or until her successor has been elected and qualified or until her earlier death, resignation or removal and one Class I director appointed in 2019 to fill a vacancy, to serve on the Company’s Board of Directors for a term of two years (the end of term of all Class I directors) or until her successor has been elected and qualified or until her earlier death, resignation or removal. The director nominees were:

 

Nominee

For

Against

Abstain

Broker Non-Votes

Class II        
Raymond A. Link 63,175,696 1,484,336 58,662 6,136,570
Michael D. Slessor 63,658,676 1,020,066 39,952 6,136,570
Thomas St. Dennis 60,962,615 3,711,982 44,097 6,136,570
Class III        
Rebeca Obregon-Jimenez 64,580,429 80,514 57,751 6,136,570
Class I        
Sheri Rhodes 64,581,078 80,064 57,552 6,136,570

 

Each director nominee was elected a director of the Company.

 

Proposal 2: Non-binding advisory vote to approve the Company’s executive compensation:

 

For

Against

Abstain

Broker Non-Vote

63,958,649 688,812 71,233 6,136,570

 

The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting.

 

Proposal 3: Approval of an amendment and restatement of the Company’s 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 3,500,000 shares and to extend the term of the 2012 Equity Incentive Plan to 2030:

 

For

Against

Abstain

Broker Non-Vote

62,344,676 2,324,349 49,669 6,136,570

 

This proposal was approved.

 

Proposal 4: Ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020:

 

For

Against

Abstain

70,762,034 36,727 56,503

 

This proposal was approved.

 

2

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 20, 2020

 

  FORMFACTOR, INC.
   
   
  By: /s/ Jason Cohen
    Name:    Jason Cohen
    Title: Vice President,
General Counsel and Secretary

 

 

 

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Entity File Number 000-50307
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Entity Central Index Key 0001039399
Entity Tax Identification Number 13-3711155
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 7005 Southfront Road
Entity Address, City or Town Livermore
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94551
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Title of 12(b) Security Common Stock, $0.001 par value
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